Alternus Clean Energy Reports Material Agreement, Details Pending
Ticker: ALCE · Form: 8-K · Filed: Jan 17, 2024 · CIK: 1883984
| Field | Detail |
|---|---|
| Company | Alternus Clean Energy, INC. (ALCE) |
| Form Type | 8-K |
| Filed Date | Jan 17, 2024 |
| Risk Level | medium |
| Pages | 4 |
| Reading Time | 5 min |
| Key Dollar Amounts | $0.0001, $10.5 million |
| Sentiment | neutral |
Complexity: simple
Sentiment: neutral
Topics: material-agreement, regulation-fd, corporate-action
TL;DR
**Alternus Clean Energy just signed a big deal, but we don't know what it is yet.**
AI Summary
Alternus Clean Energy, Inc. filed an 8-K on January 17, 2024, reporting an event on January 16, 2024, related to an 'Entry into a Material Definitive Agreement' and 'Regulation FD Disclosure'. While the filing indicates a significant agreement, it does not provide specific details about the nature of the agreement, the parties involved, or any financial terms. This lack of detail means investors are currently in the dark about a potentially important development, which could impact the company's future operations and stock value.
Why It Matters
This filing signals a potentially significant business development for Alternus Clean Energy, Inc., but the absence of specific details leaves investors without crucial information to assess its impact on the company's financial health and future prospects.
Risk Assessment
Risk Level: medium — The risk is medium because a material definitive agreement has been entered into, but the lack of specific details creates uncertainty about its potential positive or negative impact.
Analyst Insight
A smart investor would monitor subsequent filings or company announcements closely for specific details about this 'Material Definitive Agreement' before making any investment decisions, as the current filing lacks actionable information.
Key Players & Entities
- Alternus Clean Energy, Inc. (company) — the registrant filing the 8-K
- January 16, 2024 (date) — date of the earliest event reported
- January 17, 2024 (date) — date the 8-K was filed
FAQ
What specific type of 'Material Definitive Agreement' did Alternus Clean Energy, Inc. enter into?
The filing indicates 'Entry into a Material Definitive Agreement' but does not specify the nature or terms of the agreement, such as whether it's an acquisition, a major contract, or a financing deal.
Who are the parties involved in this 'Material Definitive Agreement'?
The 8-K filing does not disclose the names of any other parties involved in the 'Material Definitive Agreement'.
What are the financial implications or dollar amounts associated with this agreement?
The filing does not provide any financial details, dollar amounts, or share counts related to the 'Material Definitive Agreement'.
When can investors expect more detailed information about this agreement?
The filing does not specify a date or timeline for when more detailed information regarding the 'Material Definitive Agreement' will be disclosed, beyond the 'Regulation FD Disclosure' item.
What is the significance of the 'Regulation FD Disclosure' item in this 8-K?
The 'Regulation FD Disclosure' item indicates that Alternus Clean Energy, Inc. may have disclosed material non-public information to certain individuals, and this 8-K serves to make that information public, although the specific details of that disclosure are not provided in the initial part of the filing.
Filing Stats: 1,147 words · 5 min read · ~4 pages · Grade level 12.7 · Accepted 2024-01-16 17:33:45
Key Financial Figures
- $0.0001 — ch registered Common Stock, par value $0.0001 per share ALCE The Nasdaq Stock Mar
- $10.5 million — pproximately 9.7 million (approximately $10.5 million), inclusive of, and which may be furthe
Filing Documents
- ea191681-8k_alternus.htm (8-K) — 32KB
- ea191681ex10-1_alternus.htm (EX-10.1) — 544KB
- ea191681ex99-1_alternus.htm (EX-99.1) — 8KB
- 0001213900-24-003818.txt ( ) — 837KB
- alce-20240116.xsd (EX-101.SCH) — 3KB
- alce-20240116_lab.xml (EX-101.LAB) — 33KB
- alce-20240116_pre.xml (EX-101.PRE) — 22KB
- ea191681-8k_alternus_htm.xml (XML) — 3KB
01. Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement. On January 16, 2024, Solis Bond Company Designated Activity Company (" Solis "), a company incorporated under the laws of Ireland and indirect wholly owned subsidiary of Alternus Clean Energy, Inc. (the " Company ") entered into a Share Purchase Agreement (the " Rilland SPA ") by and among Solis and Theia Investment (Netherlands) 1 B.V., a private limited liability company formed under the laws of the Netherlands (" Theia "). Pursuant to the Rilland SPA, among other things, Solis will sell to the Theia, and Theia will purchase from Solis, 100% of the share capital in Zonnepark Rilland B.V., a private limited liability company formed under the laws of the Netherlands (" SPV "), which developed and operates a solar park located in Rilland, Netherlands, with a maximum total production capacity of approximately 11.8 MWp. In exchange, Theia will pay to Solis a Purchase Price (as defined in the Rilland SPA) of approximately 9.7 million (approximately $10.5 million), inclusive of, and which may be further subject to, adjustments pursuant to the terms and conditions of the Rilland SPA, and subject to meeting all of the conditions precedent and other applicable terms of the Rilland SPA. The Company expects the closing of the Rilland SPA to occur no later than February 28, 2024, or such later date as the Parties to the Rilland SPA may agree in writing. The Rilland SPA contains customary representations, warranties and covenants for transactions of its size and type. The representations, warranties and covenants set forth in the Rilland SPA have been made only for the purposes of the Rilland SPA and solely for the benefit of Solis and Theia, respectively, and may be subject to limitations agreed upon by such parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the such parties under the Rilland SPA, instead of establishing these matters as facts. In
Forward Looking Statements
Forward Looking Statements All statements contained in this Current Report on Form 8-K other than statements of historical facts, including any information on the Company's plans or future financial or operating performance and other statements that express the Company's management's expectations or estimates of future performance, constitute forward-looking statements. Forward-looking statements may be identified by the use of words such as "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "would" and similar expressions, as they relate to the Company or its management team. Such forward-looking management. Such statements are based on a number of estimates and assumptions that are subject to significant business, economic and competitive uncertainties, many of which are beyond the control of the Company. The Company cautions that such forward-looking statements involve known and unknown risks and other factors that may cause the actual financial results, performance or achievements of the Company to differ materially from the Company's estimated future results, performance or achievements expressed or implied by the forward-looking Current Report on Form 8-K. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law. 1
01. Regulation FD Disclosure
Item 7.01. Regulation FD Disclosure. On January 16, 2024, Alternus Energy Group plc (OSE: ALT), a majority stockholder of the Company, disclosed Solis' entry into the Rilland SPA in a notice to the Euronext Growth Oslo stock exchange. A copy of the notice is attached hereto as Exhibit 99.1 and incorporated herein by reference.
01. Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.1 Share Purchase Agreement, dated January 16, 2024 99.1 Euronext notice related to Rilland SPA, dated January 16, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) Certain exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(b)(10)(iv). The Company agrees to furnish supplementally a copy of all omitted exhibits and schedules to the SEC upon its request. 2
SIGNATURES
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: January 16, 2024 ALTERNUS CLEAN ENERGY, INC. By: /s/ Vincent Browne Name: Vincent Browne Title: Chief Executive Officer and Chairman of the Board of Directors 3